-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JcWbiGP8WJipRZ51dTWRKnNOUjdIgjd4QSOlAM3PGFk0bnmJ9TRBTwXPF9rsxxC7 4b/My72dE7Pw932pQbyz6g== 0000927796-98-000007.txt : 19980202 0000927796-98-000007.hdr.sgml : 19980202 ACCESSION NUMBER: 0000927796-98-000007 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971031 FILED AS OF DATE: 19980130 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BASE TEN SYSTEMS INC CENTRAL INDEX KEY: 0000010242 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 221804206 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 000-07100 FILM NUMBER: 98517346 BUSINESS ADDRESS: STREET 1: ONE ELECTRONICS DR CITY: TRENTON STATE: NJ ZIP: 08619 BUSINESS PHONE: 6095867010 MAIL ADDRESS: STREET 1: ONE ELECTRONICS DR CITY: TRENTON STATE: NJ ZIP: 08619 NT 10-K 1 NOTIFICATION OF LATE FILING OF FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): |X| Form 10-K |_| Form 20-F |_|Form 11-K |_| Form 10-Q |_|Form N-SAR For Period Ended: October 31, 1997 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended:-------------------------- Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I - REGISTRANT INFORMATION Base Ten Systems, Inc. - -------------------------------------------------------------------------------- Full Name of Registrant - -------------------------------------------------------------------------------- Former Name if Applicable One Electronics Drive - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Trenton, New Jersey 08619 - -------------------------------------------------------------------------------- City, State and Zip Code PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) |X| (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |X| (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |X| (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR or the transition report or portion thereof, could not be filed within the prescribed time period. During the second half of 1997, the Company negotiated the sale of its Government Technology Division (the "GTD Sale"), subject to shareholder approval. The GTD Sale was approved by the shareholders of the Company at a special meeting of shareholders held on December 31, 1997 and was consummated immediately following the special meeting. As a result of the GTD Sale, the Company's consolidated financial statements had to be restated in order to account for the Government Technology Division ("GTD") as discontinued operations. Due to the fact that the Company's shareholders may not have approved the GTD Sale on December 31, 1997, the Company did not commence preparing restated consolidated financial statements prior to that date. The Company believed that it would not have been in the best interest of the Company to devote significant time and money on preparing the restated consolidated financial statements prior to receiving shareholder approval of the GTD Sale. Although the Company has worked diligently on preparing the restated consolidated financial statements since December 31, 1997, additional time is required in order to complete the restated consolidated financial statements. PART IV - NARRATIVE (1) Name and telephone number of person to contact in regard to this notification William F. Hackett (609) 586-7010 - -------------------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |X|Yes |_| No - -------------------------------------------------------------------------------- (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |X|Yes |_|No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See Appendix A - -------------------------------------------------------------------------------- Base Ten Systems, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 29, 1998 /S/ THOMAS E. GARDNER By:______________________________________________________ Thomas E. Gardner, President and Chief Executive Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). GENERAL INSTRUCTIONS 1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. 2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. 3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. 4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. 5. Electronic Filers. This form shall not be used by electronic filers unable to file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulations S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter). EX-99 2 APPENDIX A Appendix A The Company's results of operations from the corresponding period for the last fiscal year will change significantly in two respects. First, due to the sale of the GTD, the financial statements for the fiscal year ended October 31, 1997 will show continuing and discontinued operations separately. This presentation is substantially different from that given for the fiscal year ended October 31, 1996 when the financial results showed both divisions, the GTD and the Medical Technology Division ("MTD"), together. Second, operating losses for the Company both including and excluding discontinued operations are significantly greater for the fiscal year ended October 31, 1997 than for the fiscal year ended October 31, 1996, reflecting accelerated new products investment in the MTD and weakening market conditions for defense related products. A summary of the unaudited operating results for the fiscal years ended October 31, 1996 and October 31, 1997 are as follows:
Year Ended Year Ended October 31, 1996 October 31, 1997 EXCLUDING DISCONTINUED OPERATIONS Revenue $ 1,562 $2,660 Expense (10,659) (18,122) -------- -------- Income Tax Benefit (1,047) -- Loss ($8,050) ($15,462) EPS ($1.04) ($1.96) INCLUDING DISCONTINUED OPERATIONS Revenue $ 14,891 $12,641 Expense (24,897) (34,130) ------ ------- Income Tax Benefit (1,047) -- Loss ($8,959) ($21,489) EPS ($1.16) ($2.72)
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